COMMUNITY COLLEGE AGREEMENT AGREEMENT by and between District_Name the College

							                   COMMUNITY COLLEGE AGREEMENT 2009-2010

AGREEMENT by and between «District_Name» (the “College”), located in «District_City»,
«District_State» and PROJECT LEAD THE WAY, INC., a New York not-for-profit
corporation having an address at 747 Pierce Road, Clifton Park, New York 12065 (“PLTW, INC.”
and, collectively with the College, the “parties”).

                                        WITNESSETH:

       WHEREAS, PLTW, INC. has established and is supporting a working relationship among
middle and high schools, colleges and universities, and the private sector to provide quality pre-
engineering and technology curriculum; and

     WHEREAS, PLTW, INC. seeks to establish and support a working relationship with
community colleges to provide coursework in pre-engineering and technology, utilizing the
PLTW® curriculum (the “PLTW® Associates Program”); and




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       WHEREAS, the College desires to implement the PLTW® Associates Program; and

       WHEREAS, the parties desire to work together and with others through PLTW, INC. to
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maximize the benefit of the PLTW® Associates Program to students by maintaining the quality
standards and practices of the PLTW® Associates Program.

   NOW, THEREFORE, the parties agree as follows:
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1. College Application.

   The College has submitted an application to PLTW, INC. dated «Date_Submitted» in
   conjunction with its desire to implement the PLTW® Associates Program. The College
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   represents that the information contained in the application remains accurate as of the date of
   this Agreement.

2. PLTW® Associates Program.

   A. Required Course Offerings. The PLTW® Associates Program shall consist of a minimum
      of four (4) courses, each worth three (3) credit(s). The College agrees that if it elects to
      implement the PLTW® Associates Program, it shall offer its students the entire PLTW®
      Associates Program within a period of two (2) academic years from the date that it
      commences the PLTW® Associates Program. The College may offer more than four
      PLTW® courses at their discretion.

   B. Concurrent Student Course Requirements. The College agrees that a student’s concurrent
      enrollment in a college mathematics course shall be a prerequisite for a student’s
      enrollment in any PLTW® Associates Program course. The College agrees to use its best
      efforts to ensure that students participating in the PLTW® Associates Program will, at a
      minimum, be capable of meeting a two-year college mathematics requirement by the end
      of their completion of the PLTW® Associates Program . Within this format, the College


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       agrees to follow the PLTW® curriculum and to meet PLTW® quality standards and
       practices.

3. Participation Fee.

   The College will be assessed an annual fee of $2,500 for its participation in the PLTW®
   Program, which shall be due and payable by August 1 of each year this agreement is in effect.
   As a participant, the College will receive the curricula, annual updates to the curricula and the
   PLTW® Purchasing Manual, and College faculty will have access to the PLTW® Virtual
   Academy for ongoing professional development and to technical assistance for program
   implementation.

4. Use of Designated Software

   The College agrees to use the appropriate version of the software designated by PLTW, INC.
   exclusively in teaching all PLTW® Associates Program courses If the College has existing
   license agreements for the designated software, it may access the designated software in




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   accordance with these existing agreements. If the College does not have an existing license
   agreement for designated software, then it agrees to purchase its rights to use the designated
   software from PLTW, INC., to the extent allowable under PLTW, INC.’s agreements with the
   software vendors.

5. Model PLTW® Associates Program.
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   The College agrees that its PLTW® Associates Program will serve as a PLTW® Associates
   Program model for other colleges. The College will make its PLTW® Associates Program
   available for observation and inspection by other colleges and will exchange information
   concerning the PLTW® Associates Program with other colleges, whether or not such colleges
   have currently implemented the PLTW® Associates Program.
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6. Strict Adherence to the PLTW® Associates Program Guidelines.

   The College agrees to implement the PLTW® Associates Program courses according to
   guidelines established by PLTW, INC., which shall include, but not be limited to, guidelines
   governing the implementation of the PLTW® Associates Program. PLTW® guidelines may
   be modified from time to time by PLTW, INC. (and only by PLTW, INC.) in its reasonable
   discretion. The College may exceed the minimum instructional requirements of the PLTW®
   Associates Program in order to enhance the PLTW® Associates Program. The College agrees
   that no other program, activity or student internships will interfere, substitute for or reduce
   student contact time in connection with the PLTW® Associates Program. In the event that the
   College does not implement the PLTW® Associates Program courses for the fall semester of
   the academic year immediately following the date of this agreement, then the College must
   notify the PLTW, INC. Director of Operations within ten (10) days of the commencement of
   the academic year to determine a new implementation schedule which is agreeable to PLTW,
   INC. In the event that a new implementation schedule cannot be agreed upon by PLTW, INC.
   and the College, then this agreement shall be immediately terminated.



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7. PLTW® Faculty and Counselor Development.

   A. Training. The faculty development for the PLTW® Associates Program shall consist of
      three phases: (i) Phase I: Assessment and Readiness Training, (ii) Phase II: Core
      Training, and (iii) Phase III: Ongoing Training. The purpose of the faculty development
      will be to learn the advanced technology and pedagogical skills needed to teach the
      PLTW® Associates Program curriculum. The extent of such training, determined from
      time to time by PLTW, INC., is further described in paragraph E in this Section.

   B. Selection of Teachers. The College will identify professors from College for participation
      in the PLTW® faculty development. The professor being recommended for training must
      be identified by the date required under the guidelines published by PLTW, INC.
      governing the implementation of the PLTW® Program. PLTW, INC. reserves the right to
      accept or reject any training candidate. Teachers instructing a PLTW® course, must have
      as a minimum a Bachelor’s Degree.

   C. Required Training. All identified faculty must have satisfactorily completed Phase I:




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      Assessment and Readiness Training and Phase II: Core Training before commencing
      PLTW® instruction and must regularly participate in Phase III: Ongoing Training in
      order to continue PLTW® instruction. All Phase II: Core Training provided to faculty
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      participating in the PLTW® faculty development program must be directly tailored to the
      PLTW® Associates Program course assignment for the upcoming school year. If a
      professor does not satisfactorily complete Phase II: Core Training, then the professor may
      proceed with instruction in the PLTW® Associates Program for the school year following
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      such Phase II: Core Training, under the mentorship of a PLTW® Master Teacher, who
      will be designated by PLTW, INC., and in accordance with improvement guidelines
      established by PLTW, INC. in collaboration with the College, and must again complete
      Phase II: Core Training (in accordance with guidelines established by PLTW, INC. in
      collaboration with the College) the next time it is offered. No other training shall serve as
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      a substitute for Phase II: Core Training or Phase III: Ongoing Training authorized and
      overseen by PLTW, INC.

   D. Equipment Purchases. The College shall purchase a laptop computer and software (each
      meeting the specifications established by PLTW, INC.) for each professor accepted into
      the faculty development, to be delivered to the professor by the date required under the
      guidelines published by PLTW, INC. governing the implementation of the PLTW®
      Associates Program. The laptop computer and software shall be used in all three phases of
      faculty development. The College agrees that the laptop computer and software shall
      remain in the possession of and be for the sole use of the professor as long as the professor
      is teaching PLTW® Associates Program courses.

   E. Training Phases.

      (i)   Phase I: Teacher Assessment and Readiness Training. PLTW, INC. will offer an
            assessment for the professors accepted for training. The professor must complete and
            submit the assessment to PLTW, INC. by May 1. The College shall be required to



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             cover the cost of any readiness training identified through such assessment. This
             training, if needed, will occur prior to Phase II: Core Training.

      (ii)   Phase II: Core Training. Core Training shall be available during a summer institute
             at an affiliated training center within the state in which College is located (“National
             Affiliate Training Center”), or, if there is no National Affiliate Training Center
             within the State in which College is located, then at a National Affiliate Training
             Center in another state. The College agrees to pay all fees and expenses as specified
             by the National Affiliate Training Center, as well as transportation costs for each of
             its professors attending training, as well as any applicable stipends or the like.

      (iii) Phase III: Ongoing Training. PLTW, INC. shall provide ongoing training of teachers
            who have completed Phase II: Core Training. Phase III: Ongoing Training shall be
            conducted via distance learning through the Virtual Academy on PLTW, INC.’s
            website. PLTW, INC. shall provide such training without charge. The College shall
            pay the cost of any travel expenses and stipends in connection with Phase III:
            Ongoing Training. The College, in its discretion, may supplement Phase III:




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            Ongoing Training by sending professors for Phase II: Core Training in order to
            refresh and improve their skills, but must pay all fees and expenses as provided in
            subparagraph (ii) above.
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   F. Advisor Training. The PLTW® National Training Centers provide advisor training
      annually, in the form of a “Counselor Conference”. The College agrees to permit the
      attendance and participation of appropriate advisors and shall pay any fees and expenses in
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      conjunction with this conference. Although it is suggested to have all advisors attend the
      conference at least once, the College agrees to send a minimum of one advisor per annual
      conference.

8. Partnership Team.
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   By the end of the second year, the College will establish and operate a partnership team
   consisting of technology community advisors and College professors teaching the PLTW®
   Associates Program, in accordance with such guidelines as may be established by PLTW,
   INC. from time to time. Community advisors will be selected by the College. The objective
   of the Partnership Team is to provide optimal support for professors and students and to
   facilitate the operation of the entire PLTW® Associates Program in the College.

9. Equipment and Software.

   A. Guidelines. To assure that the College’s facilities properly support the PLTW®
      Associates Program standards, the College agrees to adhere to the following guidelines
      with respect to the purchase and use of equipment:

      (i)    Except as provided for specifically in the Agreement, it shall only purchase or lease
             equipment and software for the PLTW® Associates Program from an approved list
             provided by PLTW, INC. and/or as provided by special purchase or lease agreements
             negotiated by PLTW, INC. and may take advantages of other cost savings practices


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              intended to obtain quality equipment and supplies to support the PLTW® Associates
              Program. Notwithstanding the preceding sentence, the College may provide
              PLTW® Associates Program instruction using equipment purchased from vendors
              not specifically approved by PLTW, INC., provided: (i) such equipment has
              specifications that meet or exceed PLTW® specifications, (ii) such equipment
              adequately supports the PLTW® Associates Program Curriculum and (iii) the
              College obtains the prior written consent from PLTW, INC., which consent shall not
              be unreasonably withheld.

       (ii)   The use of the equipment and software by students participating in the PLTW®
              Associates Program shall take precedence over all other use.

       (iii) The College hereby covenants and agrees that any facility used to teach the PLTW®
             Associates Program shall be adequately equipped to operate the equipment and that
             such facility and any equipment used thereon shall at all times comply with
             applicable standards of safety and reasonable use.




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10. Assessment of Results.

   A. Monitoring Results by College. The College agrees to take reasonable measures to follow
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      the progress of each of its students throughout the student’s participation in the PLTW®
      Associates Program and also to conduct annual graduate follow-up surveys as organized
      through the PLTW® systematic evaluation process. The College agrees to permit sharing
      of the results of this work with PLTW, INC. and with other schools in a manner consistent
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      with proper professional practices and student confidentiality.

   B. Examinations. The College agrees to administer a written examination provided by
      PLTW, INC. to its students at the end of each PLTW® Associates Program course
      (excluding the Engineering Design and Development course). The College shall submit a
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      summary of the students’ test results to PLTW, INC. for its review. PLTW, INC. agrees
      that test scores shall be kept strictly confidential and shall only be used for purposes of
      monitoring the effectiveness of the PLTW® Associates Program.

   C. Program Validation.

       (i)     Program Self Assessment. College will complete the self assessment provided by
               PLTW, INC. on intervals reasonably requested by PLTW, INC. The initial self
               assessment shall be submitted to PLTW, INC. by June 1st of the second full year of
               implementation of the PLTW® Associates Program. The self assessment shall
               address program overview and scope, curriculum, faculty qualifications, and
               facilities and equipment, as well as any other topics reasonably requested by PLTW,
               INC. for the purposes of assessing the PLTW® Associates Program offered by
               College.

       (ii)    Site Visit. After review of the self assessment, PLTW, INC. will schedule a site
               visit to validate the PLTW® Associates Program offered by College. A PLTW,
               INC. staff person will lead the site visit. The College should identify several


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               members of the Partnership Team to assist with the site visit. Reasonable
               accommodation and travel costs will be covered for the visiting PLTW, INC. staff
               member by the College.

       (iii)   Revalidation. A revalidation process will be conducted every five years to assure
               continuous improvement.

       (iv)    Non-Validation. If the PLTW® Associates Program offered by College is not
               successfully validated or re-validated, a plan will be developed by College to
               remediate, which plan must be approved in writing by PLTW, INC. If remediation
               is not successful within one year of approval of the remediation plan, this
               Agreement shall immediately terminate.

11. Standards, Practices and Benefits.

   A. Access. The College shall have access to all PLTW® Associates Program curriculum and
      annual updates. In addition, the College shall receive access to the PLTW® electronic




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      communication network, faculty development and seminars, special purchase/lease
      arrangements for hardware and software, college credit agreements and recognition of
      excellence for students, faculty, and school.
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   B. Quality Standards. The College agrees to teach the students in the PLTW® Associates
      Program using the PLTW® Associates Program curriculum as prepared by PLTW, INC.
      without modifications, and to maintain the quality standards specified in the PLTW®
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      Associates Program curriculum and PLTW® Associates Program practices at a level
      acceptable to PLTW, INC.          Colleges may exceed these minimum instructional
      requirements in order to enhance the PLTW® Associates Program.
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12. PLTW® Associates Program Identification.

   The College acknowledges that “Project Lead The Way®” and “PLTW®” are registered
   trademarks of PLTW, INC. and shall use such markings and identifying names and references
   on all PLTW® Associates Program materials, course offerings and communications with
   faculty, students, officials and community constituents. PLTW, INC. will supply the College
   with appropriate instructions and labels, markings and all other identifying material to
   facilitate the proper promotion of the PLTW® Associates Program. All press releases and
   other public pronouncements involving the PLTW® Associates Program shall be subject to
   the advance approval of PLTW, INC. through the PLTW® State Leader. The College agrees
   to reasonably promote and publicize the PLTW® Associates Program, and to retain its distinct
   character.


13. License to Use Curriculum Materials.

   A. Scope. PLTW, INC. grants to the College a non-exclusive license to reproduce and use
      curriculum materials developed and/or used in connection with the PLTW® Associates


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       Program, which may exist in printed and/or electronic form. The College acknowledges
       that PLTW, INC. retains all rights and title to such materials. Any reproduction and use of
       these materials shall be strictly limited to the use by the College for instruction to students
       of the College and faculty training. Any other use of such materials, including but not
       limited to commercial use shall be strictly prohibited.

   B. Termination. The license granted hereunder shall cease upon the earliest to occur if: (i) the
      termination of this Agreement; or (ii) PLTW, INC. providing sixty (60) days written notice
      to the College of its election to revoke the license. Upon termination of the license, all
      curriculum materials, including any reproduction thereof, shall be immediately returned to
      PLTW, INC., but in no event later than fifteen (15) days after the effective date of
      termination.

14. Representations and Warranties of the College.

   The College hereby makes the following representations and warranties:




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   A. This agreement has been duly approved by the College.

   B. The person executing this Agreement on behalf of the College has been duly authorized to
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   C. This Agreement is a legally binding agreement whose rights and obligations run only
      between the College and PLTW, INC. and the College’s execution of this agreement does
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      not create rights in any other party.

   D. The terms of this Agreement do not violate or conflict with the College’s charter or any
      other of its rules of governance, the laws of the College’s state or any subdivision thereof,
      or any other agreement to which the College is a party.
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15. Default.

   A. Cure Period. Upon a material breach of this Agreement by either party which is not cured
      within fifteen (15) days after written notice is mailed to the defaulting party, this
      Agreement shall terminate effective upon the completion of the then-current school year
      courses.

   B. Failure to Implement PLTW® Associates Program. If the College fails to implement the
      PLTW® Associates Program for the school year immediately following the date of this
      Agreement, then this Agreement shall immediately terminate.

   C. Other Remedies. In addition to the right to terminate the Agreement upon a breach
      thereof, PLTW, INC. shall also have the right to exercise all of its remedies, both legal and
      equitable, as a result of the breach.

16. Term: Annual Renewal of Agreement.



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   The initial term of this Agreement shall begin as of the date of signing and shall end on June
   30, 2009 and shall be automatically renewed for additional Contract Years (July 1 – June 30)
   unless a party terminates the Agreement by notice to the other party in writing no later than
   April 30 preceding the commencement of the next Contract Year.

17. Protection of Intellectual Property.

   The College agrees to adhere to any and all restrictions in connection with equipment, and
   software purchase/lease/license, agreements between PLTW, INC. and technology software
   producers and to take proactive measures to protect intellectual property, as shall be requested
   by PLTW, INC. Upon a termination of this Agreement, the College shall return all software
   provided to them pursuant to this Agreement through special PLTW, INC. agreements. The
   College shall cease using the PLTW® logos, names and other marks or identifying materials,
   and shall make no representations linking any of its own educational PLTW® Associates
   Programs to the PLTW® Associates Program without the prior written consent of PLTW,
   INC.




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18. Assignment.

   The College is prohibited from assigning to or in any other way enabling any of its rights
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   under this Agreement to inure to any third party. This prohibition on assignment shall be a
   material term of this Agreement and any violation of this Section shall be material breach of
   this Agreement, which shall allow PLTW, INC. to terminate this Agreement.
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19. Indemnification.

   To the extent permitted by law, the College hereby agrees to indemnify, defend and hold
   harmless PLTW, INC. from and against, and in respect to, any and all losses, expenses, costs,
   obligations, liabilities and damages, including interest, penalties and reasonable attorney’s fees
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   and expenses, that PLTW, INC. may incur as a result of any negligent or willful act of the
   College or any of its agents or employees or the failure by such College to perform any of its
   representations, warranties, commitments, or covenants under this Agreement.

20. Notices.

   Any notice or other communication required or permitted under this Agreement shall be in
   writing and shall be sent by registered or certified mail, return receipt requested, or by
   Federal Express, as follows:



   If to the College:
   «District_Name»
   «District_Address1»
   «District_Address2»
   «District_City», «District_State» «District_Zip»



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   If to PLTW, INC.:
   Project Lead The Way, Inc.
   747 Pierce Road
   Clifton Park, NY 12065
   Attn: Niel Tebbano, Vice President of Operations

21. Benefit.

   This Agreement shall be binding upon, and shall inure to the benefit of, the parties and their
   respective successors and permitted assigns.

22. Entire Agreement.

   This Agreement, including any instruments of agreements attached hereto as exhibits or
   incorporated herein by reference, contains the entire understanding of the parties with respect
   to the subject matter hereof. This Agreement supersedes all prior agreements and
   understandings between the parties with respect to such subject matter.




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23. Confidentiality.

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   The parties to this Agreement understand and agree that the contents of this final Agreement,
   and the discussions and negotiations between the parties resulting in this final Agreement,
   shall be maintained as confidential and shall not be disclosed to any third party except to the
   extent required by applicable law.
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IN WITNESS WHEREOF, the parties have each executed this Agreement on the dates
indicated below.

                                    «District_Name»

Date: ______________                By:    ________________________

                                    Name: ________________________

                                    Title: ________________________


                                    Project Lead The Way, Inc.

Date: ______________                By:    ________________________

                                    Name: Richard C. Liebich




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                                    Title: Chief Executive Officer

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